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Volume Basis , (" 618 FEDERAL TRADE COMMISSION DECISIONS Complaint 119 FTC. IN THE MATTER OF LOCKHEED CORPORATION, ET AL. CONSENT ORDER, ETC. , IN REGARD TO ALLEGED VIOLA nON OF SEe. 7 OF THE CLAYTON ACT AND SEe. OF THE FEDERAL TRADE COMMISSION ACT Docket 3576. Complaint, May 1995--Decision , May 9, 1995 This consent order aJlows, among other things, the completion of the merger between Lockheed Corporation and Martin Marietta Corporation , and requires the merged firm to open up the teaming arrangements that each individual finn has with infrared sensor producers in order to restore competition for ccrtain types of military sateIlites. The consent order also prohibits certain divisions of the merged firm from gaining access through other divisions to competitively sensitive information about competitors' satellite launch vehicles or military aircraft. Appearances For the Commission: Ann B. Malester and Laura A. Wilkinson. For the respondents: Richard Parker and David Beddon, Melveny Meyers, Washington , D. e. Raymond Jacobson Howrey Simon, Washington, D. COMPLAINT Pursuant to the provisions of the Federal Trade Commission Act and by virtue of the authority vested in it by said Act, the Federal Trade Commission ("Commission ), having reason to believe that respondent Lockheed Corporation ("Lockheed" ), a corporation subject to the jurisdiction of the Commission , has agreed to merge with respondent Martin Marietta Corporation ("Martin Marietta ), a corporation subject to the jurisdiction of the Commission, forming a newly created entity respondent Lockheed Martin Corporation ("Lockheed Martin ), a corporation subject to the jurisdiction of the Commission, in violation of Section 7 of the Clayton Act , as amended, 15 U. e. 18 , and Section 5 of the Federal Trade Commission Act as amended FTC Act ), 15 USe. 45; and it appearing to the Commission that a proceeding in respect thereof LOCKHEED CORPORA nON, ET AL. 619 618 Complain! would be in the public interest, hereby issues its complaint, stating its charges as follows: I. DEFINITIONS 1. Space Based Early Warning System means any satellte system designed to be used for tactical warning and attack assessment, theater and strategic missile defense, and related militar purposes by the United States Department of Defense, including but not limited to the Space Based InfraRed ("SB1R" ) system and successor systems considered by the United States Department of Defense to follow SBIR programmatically. 2. Sensors means electro-optical sensors for use in any Space Based Early Warning System. 3, "Lockheed/Hughes Teaming Agreement means the teaming agreement entered into on January 15 , 1985 , between Lockheed and the Electro-Optical and Data Systems Group of the Hughes Aircraft Company for the purpose of submitting a proposal to the United States Department of Defense for the Demonstration/Validation phase of the Follow-On Early Warning System, and all subsequent amendments or other modifications thereto. 4. "Martin Marietta/Grumman Teaming Agreement means the teaming agreement entered into on June 20, 1994, between Martin Marietta and Grumman for the purpose of bidding on or otherwise competing for the United States Department of Defense s Alert Locate and Report Missiles program, and all subsequent amendments or other modifications thereto. 5. "Military Aircraft means aircraft manufactured for sale to the United States Department of Defense, whether for use by the United States Department of Defense or for transfer to a foreign militar sale purchaser. 6. "LANTIRN Systems means dual pod, externally mounted Low-Altitude Navigation and Targeting Infrared for Night Systems manufactured by Martin Marietta for use on Military Aircraft. 7. "Expendable Launch Vehicle means a vehicle that launches a Satellite(s) from the Earth's surface and is consumed during the process of launching a Satellite(s) and therefore cannot be launched more than one time. 8, Satellte means an unmanned machine that is launched from the Earth' s surface for the purpose of transmitting data back to Earth 620 FEDERAL TRADE COMMISSION DECISIONS Complaint 119 F.TC. and which is designed either to orbit the Earth or travel away from the Earth. 9. "Respondents means Lockheed , Martin Marietta and Lockheed Martin. II. RESPONDENTS 10. Respondent Lockheed Corporation is a corporation organized existing, and doing business under and by virtue of the laws of the state of Delaware, with its office and principal place of business located at 4500 Park Granada Boulevard, Calabasas, California. II. Respondent Lockheed Corporation is engaged in among other things the research, development, manufacture and sale of: Satellites including Satellites for use in Space Based Early Warning Systems; Expendable Launch Vehicles; and Military Aircraft. 12. Respondent Martin Marietta Corporation is a corporation organized, existing, and doing business under and by virtue of the laws of the state of Maryland, with its office and principal place of business located at 6801 Rockledge Drive , Bethesda, Maryland. 13. Respondent Martin Marietta Corporation is engaged in among other things the research , development, manufacture and sale of: Satellites, including Satellites for use in Space Based Early Warning Systems; Expendable Launch Vehicles; and LANTIRN Systems. 14. Respondent Lockheed Martin Corporation is a corporation organized, existing, and doing business under and by virtue of the laws of the state of Maryland, with its office and principal place of business located at 680 I Rockledge Drive , Bethesda, Maryland. 15. Respondent Lockheed Martin Corporation , through the proposed merger of Lockheed and Martin Marietta , would be engaged in among other things the research , development manufacture and sale of: Satellites, including Satellites for use in Space Based Early Warning Systems; Expendable Launch Vehicles; LANT1RN Systems; and Military Aircraft. II JCRISDIcnON 16. Respondents are, and at all times relevant herein have been engaged in commerce as "commerce" is defined in Section 1 of the Clayton Act, as amended, 15 U.se. 12, and are corporations whose business is in or affects commerce as " commerce " is defined in LOCKHEED CORPORATION, ET AL. 621 618 Complaint Section 4 of the Federal Trade Commission Act, as amended , 15 e. 44. IV. THE MERGER 17. On or about August 29, 1994 , respondents entered into an agreement and Plan of Reorganization whereby respondents would engage in a series of related transactions resulting in a newly created corporation, Lockheed Martin. The value of the transaction is in excess of $9 billion ("Merger V. THE RELEV ANT MARKETS 18. The relevant Jines of commerce are: a. The research , development, manufacture and sale of Satellites including but not limited to Satellites for use in Space Based Early Warning Systems; b. The research, development , manufacture and sale of Sensors; c. The research, development, manufacture and sale of Military Aircraft; d. The research, development, manufacture and sale of LANT1RN Systems; and e. The research, development, manufacture and sale of Expendable Launch Vehicles. 19. The United States is the relevant geographic area in which to analyze the effects of the Merger in all the relevant Jines of commerce, VI. STRUCTUREOFTHEMARKETS 20. Because of the exclusive nature of the LockheedfHughes Teaming Agreement and the Martin Marietta/Grumman Teaming Agreement, the market for the research, development, manufacturc and sale of Satellites for use in Space Based Early Warning Systems is highly concentrated as measured by the Herfindahl-Hirschmann Index ("HH1" ) or the two- finn and four- finn concentration ratios ("concentration ratios 622 FEDERAL TRADE COMMISSION DECISIONS Complaint 119 F. 21. Respondents are actual competitors in the relevant market for the research , development, manufacture and sale of Satellites for use in Space Based Early Warning Systems, 22, The market for the research, development, manufacture and sale of Sensors is highly concentrated as measured by the HHI or concentration ratios. 23. The market for the research, development, manufacture and sale of LANT1RN Systems is highly concentrated as measured by the HH1 or concentration ratios. 24. Respondents, through the proposed Merger, would be engaged in the research, development, manufacture and sai.e of both Military Aircraft and LANT1RN Systems, which are used in Military Aircraft. 25. Respondents, through the proposed Merger, would be engaged in the research, development, manufacture and sale of a wide range of Expendable Launch Vehicles and Satellites, which are launched from the Earth' s surface by Expendable Launch Vehicles. VII. BARRIERS TO ENTRY 26. Because of the exclusive nature of the Lockheed/Hughes Teaming Agreement and the Martin Marietta/Grumman Teaming Agreement, entry into the research, development, manufacture and sale of Satellites for use in Space Based Early Waring Systems diffcult and unlikely. 27. Entry into the market for the research , development manufacture and sale of Sensors is difficult and unlikely. 28. Entry into the research, development, manufacture and sale of LANTIRN Systems is difficult and unlikely. VII EFFECTS OF THE MERGER 29, The effects of the Merger, if consummated, may be substantially to lessen competition or to tend to create a monopoly in the markets for research , development, manufacture and sale of: Satelltes for use in Space Based Early Waring Systems; Military Aircraft; and Expendable Launch Vehicles in violation of Section 7 of the Clayton Act, as amended, 15 U.se.
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